Triller Group Inc.
For the period ended Mar 31, 2026. Filed May 13, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2026 · Filed May 13, 2026
ILLR$0.18-23.0%Stored close · as of Oct 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-09-30; filed 2026-01-27.
0001213900-26-007858
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-05-13.
0001213900-26-055478
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 162 previous paragraphs and 149 current paragraphs.
41 unchanged; 20 reworded; 84 added; 99 removed; 2 previous and 4 current paragraphs rearranged.
Tables are not compared: 37 previous and 13 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (84)
Current report
Triller Group Inc. is a technology and media company organized around a two-pillar operating architecture designed to integrate premium sports content and financial services. The Company’s refined strategy centers on deploying catalytic growth capital to build a unified platform combining (i) premium sports and live-event assets including Bare Knuckle Fighting Championship (“BKFC”), and (ii) the Company’s Hong Kong operations (“AGBA Hong Kong”), which provide established financial services and distribution infrastructure. This integrated ecosystem is intended to create multiple, reinforcing revenue streams across content, transactions and financial products.
Current report
For the fiscal year ended December 31, 2025, all of the Company’s revenue of $21.6 million was generated by AGBA Hong Kong. This revenue concentration reflects a strategic reset year during which the Company rationalized legacy operations, shut down non-viable platforms, and defined a revised operating architecture. The Company’s forward strategy is designed to diversify revenue generation across the two-pillar structure described above, with BKFC expected to contribute premium sports inventory, and AGBA expected to continue providing financial services revenue while supporting platform-wide transaction processing.
Current report
The Company’s premium sports and content strategy includes assets such as BKFC and an ownership interest in Tottenham Hotspur. BKFC is a professional combat-sports promotion with global distribution across more than 60 countries and regulatory position as a leading legal bare-knuckle promotion, enhanced by the commercial impact of Conor McGregor’s ownership and brand association. In June 2025, Yorkville effected a foreclosure that resulted in the transfer of 3,000,000 BKFC shares, representing approximately 17.66% of BKFC’s outstanding equity, following Yorkville’s allegations of default under a convertible promissory note. As a result, the Company’s beneficial ownership in BKFC decreased from approximately 55.8% to approximately 38.1%, and its board designation rights were removed. The Company intends to seek to restore majority ownership and operating control through targeted share purchases, although there can be no assurance that such purchases will be completed.
Current report
The Company’s financial infrastructure is anchored by its Hong Kong subsidiaries, which operate an established wealth management, healthcare and financial services platform serving over 400,000 individual and corporate customers. These operations represent the Company’s current revenue base and operating foundation. The Hong Kong operations conduct business across four principal areas: a technology-enabled platform business, a distribution business, a healthcare business and a fintech investment and operating business. The Company has pursued a strategy to expand and modernize these operations into a combined platform and distribution model, offering (i) a B2B, technology-enabled broker management and advisory platform for financial advisors (“Platform Business”) and (ii) a B2C portfolio of wealth management and healthcare products (“Distribution Business”). The Company also maintains a strategic presence in the healthcare sector through a 4% equity interest in HCMPS (“Healthcare Business”) and operates fintech investments (“FinTech Business”).
Current report
Under this two-pillar architecture, the Company is organized around two integrated business lines. The first pillar, Distribution and Sports, includes assets such as BKFC, and is intended to provide premium content, live events and high-engagement audiences. The second pillar, Financial Infrastructure, is anchored by AGBA and related fintech capabilities and provides the Company’s existing operating base, customer relationships and payment and settlement infrastructure. These pillars are intended to operate in a coordinated manner, with content engagement and financial services reinforcing each other to support a focused and scalable operating model.
Current report
Corporate History
Current report
The Company was originally incorporated on October 8, 2018 in the British Virgin Islands as a special purpose acquisition company under the name AGBA Acquisition Limited. Following a series of business combination transactions, the company changed its name to AGBA Group Inc. and subsequently redomiciled to Delaware.
Current report
On October 15, 2024, the Company consummated a merger transaction with Triller Corp., a Delaware corporation, pursuant to an Amended and Restated Agreement and Plan of Merger. Following this merger, the Company changed its name to Triller Group Inc.
Current report
BKFC — Premium Sports Content
Current report
BKFC is a professional combat-sports promotion that the Company believes represents a strategically important sports asset. As described above, following the June 2025 Yorkville foreclosure, the Company’s beneficial ownership in BKFC decreased to approximately 38.1%, and the Company intends to seek to restore majority ownership and operating control through targeted share purchases.
Current report
The Company believes BKFC represents a high-value sports and media asset due to its global distribution across more than 60 countries, its regulatory position as a leading legal bare-knuckle promotion, and the commercial impact of Conor McGregor’s ownership and brand association. Upon restoration of operating control, BKFC is expected to function as a core sports and live-event asset within the Company’s platform.
Current report
BKFC Within the Company’s Platform
Current report
Under unified control, the Company expects BKFC to enable coordinated monetization across advertising, content distribution and financial services. BKFC’s live events are intended to provide premium, time-bound sports inventory that can be monetized through multiple channels, including pay-per-view and streaming distribution through FITE, fan engagement and sweepstakes activity through Eight Sweeps, and payment processing and settlement through AGBA’s financial infrastructure. In this structure, a BKFC event is intended to operate as a multi-layer commercial activation rather than a single-revenue fight card.
Current report
The Company further believes that BKFC’s global distribution footprint and Conor McGregor’s involvement as an owner and brand ambassador enhance the attractiveness of this sports inventory to advertisers and partners. Together with planned sports-related initiatives, including the Company’s ownership interest in Tottenham Hotspur, BKFC is expected to contribute to a broader sports content portfolio that expands monetization opportunities across the Company’s platform.
Current report
Strategic rationale for regaining control of BKFC
Current report
A core priority of the Company’s growth strategy is the reacquisition of a controlling interest in BKFC. The Company intends to direct a portion of the rights offering proceeds towards acquiring additional shares in BKFC, thereby restoring majority ownership and operational authority. The Company views this initiative as a compelling capital allocation opportunity based on operational familiarity with the asset and the belief that BKFC’s commercial potential remains substantially unexploited under the current ownership structure.
Current report
In June 2025, a foreclosure action executed by Yorkville, following an alleged default under a convertible promissory note, resulted in the transfer of approximately 17.66% of BKFC’s shares to Yorkville. This reduced the Company’s beneficial ownership from approximately 55.8% to 38.1%. The Company is actively pursuing the reacquisition of shares from Yorkville and other identified minority stakeholders.
Current report
The restoration of controlling interest is fundamental to unlocking the full spectrum of value that BKFC offers. With operational control reinstated, we will be able to implement a unified commercial strategy that synchronizes content creation, sponsorship activation, streaming distribution, fan engagement initiatives, and capital deployment across the integrated platform.
Current report
Integration and platform synergies
Current report
BKFC’s value is maximized when fully embedded within the Company’s broader ecosystem. Under unified control, each BKFC event becomes a multi-dimensional commercial activation:
Current report
This integrated approach transforms a single BKFC fight night into a convergence of advertising, media distribution, gaming, and financial transactions—delivering four distinct revenue streams from one event. Such synergies are only achievable with operational control, which allows for coordinated marketing, unified data strategies, and seamless monetization across all business lines.
Current report
The planned partnership with Tottenham Hotspur will further amplify the Company’s sports content portfolio, combining combat sports and Premier League football to establish a unique, highly attractive inventory for sponsors, fans, and commerce partners.
Current report
Commercial potential and competitive advantages
Current report
The Company believes that the market is materially undervaluing BKFC at present, given the asset’s strategic attributes: exclusive regulatory status as the leading legal bare-knuckle promotion, established distribution in over 60 countries, and the commercial appeal of global sports icon Conor McGregor as both owner and brand ambassador. The Company believes the management of BKFC will have the capacity to attract new growth capital, fully integrate BKFC into its advertising and gaming platforms, and participate directly in the expansion of McGregor’s global brand.
Current report
Beyond event revenues, the control of premium sports inventory serves as a catalyst for audience growth, deepening engagement, and broadening monetization. The ability to coordinate live event programming, targeted advertising, interactive gaming, and financial services around a single sports asset represents a competitive advantage that is difficult to replicate. The platform’s multi-pillar architecture enables the Company to capture a larger share of the value chain, maximizing returns for shareholders and positioning the Company for sustained growth.
Current report
Financial Infrastructure – AGBA Hong Kong
Current report
AGBA Hong Kong serves as our established operating base and financial infrastructure layer. While not the primary driver of the Group’s growth narrative, AGBA Hong Kong provides the operational credibility, distribution capability and regulated foundation upon which the Group’s newer platforms are being developed.
Current report
AGBA Hong Kong is a long-standing, regulated franchise with a history of over 30 years. It currently generates all of the Group’s revenue and has entered a clear path toward sustainable profitability. Its existing operations provide core capabilities including payment processing, regulatory and compliance infrastructure, banking relationships and a sizeable, recurring customer base. These capabilities enable us to scale new initiatives more efficiently than platforms that must first build a financial and regulatory layer from the ground up.
Current report
AGBA Hong Kong’s distribution strength is anchored in its consultant network and digital*“OnePlatform”* ecosystem, which together support client acquisition, servicing and monetization across multiple product categories. The*“OnePlatform”* is intended to support customer engagement, product distribution and monetization across AGBA Hong Kong’s existing customer base. As OnePlatform continues to develop, we expect it to enable deeper monetization and contribute to improved margin profile through increased customer activity and wallet share.
Current report
AGBA Hong Kong currently serves approximately 200,000 customers in Hong Kong providing the Group with an established audience and distribution channel. This customer base represents a natural entry point for selected digital entertainment, rewards and engagement offerings developed across the wider platform, without incurring the customer acquisition costs typically associated with early-stage digital platforms.
Current report
AGBA Hong Kong’s operating business is structured as follows:
Current report
We operate under the “OnePlatform” brand, offering a full-service platform to banks, other financial institutions, family offices, brokers, and individual independent financial advisors to advise and serve their retail clients. Our technology-enabled platform offers a wide range of financial products, covering life insurance, pensions, property-casualty insurance, mutual funds, money lending and real estate agency.
Current report
The Distribution Business currently operates as a licensed insurance broker and a registered Mandatory Provident Fund (MPF) intermediary in Hong Kong, providing financial planning and wealth management services to institutional and individual customers with its team of over 1,500 independent financial advisors. The Distribution Business is regulated by the Hong Kong Insurance Authority and the Mandatory Provident Fund Schemes Authority.
Current report
The Distribution Business’s main sources of income are sales commission and service fee income from its infrastructure support platform. It recognizes commission income from the insurance providers based on the sale of insurance products at predetermined insurance premium rates according to the types of products sold.
Current report
The financial advisors, organized under two brands of “AGBA focus” and “AGBA perform”, are the primary distribution channels for the Distribution Business. These channels are positioned to match individuals’ financial needs with an appropriate choice of insurance products. They target to bring additional revenue for the Distribution Business by serving as a “matching platform” between insurance companies and consumers. Marketing activities of the Distribution Business include sales campaigns and invitations to corporate events, at which new customers are mainly solicited through direct conversation or meetings between financial advisors and retail customers.
Current report
As of December 31, 2025, we worked with 338 independent financial advisors.
Current report
JFA has a long-standing track record of operating as a low-cost, high efficiency operation. It offers vast untapped opportunities for the Group, both in revenue growth and cross-selling.
Current report
Fintech manages an ensemble of financial technology (fintech) investments and operates through its subsidiaries TAG Technologies Limited, AGBA Group Limited (formerly known as Tandem Money Hong Kong Limited), and Tandem Fintech Limited, a health and wealth management platform with a broad spectrum of services and value-added information in health, insurance, investments and social sharing.
Current report
Fintech’s business aims to create value on three fronts:
Showing the first 40 of 84 passages. Open the source sections for the rest.
Removed paragraphs (99)
Previous report
Triller Group Inc. is formed in the State of Delaware, on October 15, 2024, which was established to domicile its legal jurisdiction from British Virgin Islands to the State of Delaware.
Previous report
Nasdaq Listing Extension
Previous report
We received a delisting determination letter on October 14, 2025 and an additional delisting determination letter on November 17, 2025 from the Listing Qualifications Staff (the “Staff”) of the Nasdaq Stock Market LLC (“Nasdaq”), due to the our non-compliance with Nasdaq’s filing requirements set forth in Listing Rule 5250(c)(1) (the “Listing Rule”) for its failure to timely file the Form 10-K for the year ended December 31, 2024, and the Forms 10-Q for the periods ended September 30, 2025, June 30, 2025 and September 30, 2025, respectively.
Previous report
We requested a hearing before the Nasdaq Hearings Panel (the “Panel”) on October 21, 2025, and the hearing was held on November 25, 2025. On December 3, 2025, we received a decision letter from the Staff of Nasdaq, indicating that based on the information presented at the hearing, the Panel has determined to grant us an exception period to continue its listing on Nasdaq subject to the conditions that: (1) on or before December 24, 2025, we shall demonstrate compliance with the Listing Rule; (2) on or before February 27, 2026, we shall demonstrate compliance with the $1.00 per share minimum bid price requirement; and (3) on or before September 30, 2026, we shall file the Form 10-K for the year ended December 31, 2025. It is a requirement during the exception period that the we provide prompt notification of any significant events that occur during this time that may affect the our compliance with Nasdaq requirements.
Previous report
Business overview
Previous report
We are a leading one-stop financial supermarket based in Hong Kong servicing over 400,000 individual and corporate customers. We offer the broadest set of financial services and healthcare products in the Guangdong-Hong Kong-Macao Greater Bay Area (GBA) through a tech-led ecosystem, enabling clients to unlock the choices that best suit their needs.
Previous report
We currently operate four major areas of businesses, comprising of:
Previous report
The Distribution Business comprises a variety of captive financial services distribution channels. We have built a market leading financial advisors distribution channel in Hong Kong. We have also built other distribution channels alongside our market leading financial advisors business.
Previous report
Our combined captive distribution channels enable us to directly access one of the largest pools of customers accessible to independent financial services providers in Hong Kong.
Previous report
Our largest distribution channel is the FA Business, operating under the brand name Focus. With its large salesforce of financial advisors, “Focus” provides a wide range of financial products and independent advisory services to individual and corporate customers, primarily in connection with life insurance products. Our FA Business has been the clear market leader in the insurance brokerage industry in Hong Kong for decades, building up a large and highly productive salesforce. As of September 30, 2024, there were around 562 financial advisors at “Focus”, organized into 10 sales teams. Each team is led by a “tree head”, responsible for managing the financial advisors within their teams.
Previous report
In addition to the FA Business, we continued to expand our distribution footprint with the establishment and expansion of a number of additional distribution channels, collectively known as our Alternative Distribution Business. These distribution channels are targeted at specific customer segments and/or capturing specific distribution opportunities.
Previous report
Combined with our Digital Business, we now have a well-diversified range of distribution channels and capabilities.
Previous report
During 2025, we continued to make significant investments into developing and expanding our financial advisors salesforce, broadening and deepening the product range, as well as upgrading the supporting infrastructure. Our infrastructure not only supports the financial consultants in engaging with their customers, it also provides extensive operational support in relation to the processing of transactions, associated payment flows, as well as after-sales services. Building our infrastructure required substantial investments into technological, operational and financial systems, as well as the development of comprehensive operational and support teams (operations support, customer services, payments, etc.). Since many of the financial products offered to our customers are regulated, on top of the various operational requirements, we have built significant internal capabilities in the areas of risk and internal control, as well as legal and compliance to ensure an appropriate level of regulatory compliance and supervision.
Previous report
As a result of our efforts to expand our distribution capabilities and improve our supporting infrastructure, we have successfully developed these inter-related strategic assets:
Previous report
We will continue to capitalize on these core strategic assets and match them with the emerging opportunities in our three core industries (life insurance, wealth management and healthcare).
Previous report
For the nine months ended September 30, 2024, the Company made $15.21 million from commission in the Distribution Business. The revenue attributed to the Company during the first half year of 2024 only captured an insignificant portion of the revenues actually generated by the financial advisors currently associated with Focus.
Previous report
We will continue to widen our distribution footprint and actively explore further opportunities to develop partnerships and generate customer leads on the ground in Mainland China, as well as refining our abilities to service our customer base. We expect sales volumes to return to the levels previously recorded, prior to the pandemic period, especially with the re-opening of the Mainland border and the ongoing integration of Hong Kong into the Greater Bay area.
Previous report
The Fintech Business has collected an ensemble of valuable fintech assets in its investment portfolio. Fintech Business’ management team has strived to establish the business as a leading name in the fintech investment sector.
Previous report
Core Fintech investments held under the Fintech Business as of September 30, 2024 include:
Previous report
Notes:
Previous report
JFA operates a city-wide medical network that includes 340 general practitioners (“GP”), 11 laboratories and imaging centers, 273 specialist doctors, 25 physiotherapy centers, 12 Chinese medicine practitioner clinics, all based in Hong Kong, and 69 GP clinics in Macau. Over 380,000 out-patient and in-patient visits are recorded annually through HCMPS’s medical network. JFA offers its patients a full range of medical services, including general services, specialist services, physiotherapy, Chinese medicine, dental, vaccination, X-ray, laboratories and imaging services.
Previous report
We believe that the future of healthcare is in “Smart Health” – technology that offers improved patient-care management and leverages data as the new tool for solving complex healthcare challenges with reduced operating costs. We will focus on technology/digitalization and consumerization of healthcare to create an ecosystem empowering customers to proactively manage their health and well-being and to improve their access to healthcare at a lower cost – with connectivity across the care continuum. We believe that JFA has the captive customer base, infrastructure and product/service offerings to optimize customer experience to further grab market share.
Previous report
We are currently working to transform JFA into the best medical care institution in Asia by 2025, redefining industry standards in the Greater Bay Area and offering market-leading customer care and best-in-class infrastructure empowered by data analytics.
Previous report
Revenue
Previous report
Distribution Business
Previous report
The Distribution Business contributed 86.42% and 89.92% of the total revenue for the three months ended September 30, 2024 and 2023, respectively. Income from the Distribution Business mainly related to commissions earned, which decreased by US$7.2 million, or 60.42%, from US$11.9 million in 2023 to US$4.7 million in 2024. The decrease in revenue primarily attributed from the economic recession and outward migration in Hong Kong. The largest segment of the Distribution Business is our FA Business, operated under the “Focus” brand name.
Previous report
Summarized revenue breakdown by product and type of contracts:
Previous report
Platform Business
Previous report
The Platform Business contributed 13.58% and 10.08% of the total revenue for the three months ended September 30, 2024 and 2023, respectively.
Previous report
Interest Expense
Previous report
Interest expense increased by US$0.8 million for the three months ended September 30, 2024, as compared to the three months ended September 30, 2023. The increase was mainly attributed to the interest expense and amortization of the debt discount on convertible notes payable.
Previous report
The Distribution Business contributed 95.29% and 96.38% of the total commission expense for the three months ended September 30, 2024 and 2023, respectively. Commission expense for the Distribution Business decreased by US$6.8 million, or 78.55%, from US$8.6 million in 2023 to US$1.8 million in 2024. As a result of the decrease in revenue associated with the Distribution Business, commission expense decreased correspondingly.
Previous report
Sales and marketing expense decreased by US$0.7 million or 87.67% for the three months ended September 30, 2024, as compared to the three months ended September 30, 2023. The decrease in sales and marketing expense is mainly attributed to lower spending associated with “AGBA” corporate branding and associated product campaigns for celebrating the successful listing.
Previous report
Research and development expense decreased by US$0.3 million or 45.88% for the three months ended September 30, 2024, as compared to the three months ended September 30, 2023. The slight decrease was primarily due to decreased in headcounts.
Previous report
Personnel and Benefit Expense
Previous report
Legal and Professional Fees
Previous report
Legal and professional fees in aggregate decreased by US$0.7 million, or 19.46%, for the three months ended September 30, 2024, as compared to the three months ended September 30, 2023. The decrease was primarily attributed to the decrease in the consulting fees incurred during the period, which settled by the issuance of our common stocks.
Previous report
Legal and professional fees, related party of $0.3 million for the three months ended September 30, 2024 represented the advisory service fee paid to a related company which owned by the Chairman of the Company.
Previous report
Consulting fees under share-based compensation for the three months ended September 30, 2024 was mainly related to the corporate strategic consultancy, intelligence technology consultancy, and business marketing service rendered by certain third party consultants, equal to 5,349,582 shares of common stock at the market price ranging from US$0.339 to US$2.5111 per share.
Previous report
Other General and Administrative Expense
Showing the first 40 of 99 passages. Open the source sections for the rest.
Reworded paragraphs (20)
Previous wording
References in this report (the “Quarterly Report”) to “we,” “us”, “the Group” or the “Company” refer to Triller Group Inc. (formerly AGBA Group Holding Limited (“AGBA”)). References to our “management” or our “management team” refer to our officers and directors. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.
Current wording
References in this report (the “Quarterly Report”) to “we,” “us”, “the Group” or the “Company” refer to Triller Group Inc. References to our “management” or our “management team” refer to our officers and directors. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.
Previous wording
The Platform business, through OPH and its subsidiaries, is a one-stop financial supermarket with a breadth of products and services that is unrivaled in Hong Kong sourced from leading global product providers.
Current wording
The Platform business, through TAG International Limited and its subsidiaries, is a one-stop financial supermarket with a breadth of products and services that is unrivaled in Hong Kong sourced from leading global product providers.
Previous wording
Currently, our platform financial services and investment products mainly comprise mutual fund distributions, portfolio management, money lending, insurance and Mandatory Provident Fund (MPF) products, and international real estate referral and brokerage services, as discussed below:-
Current wording
Currently, our platform financial services and investment products mainly comprise mutual fund distributions, portfolio management, money lending, insurance and Mandatory Provident Fund (MPF) products, and international real estate referral and brokerage services.
Previous wording
The OnePlatform brand currently covers 80 insurance providers selling 1,183 products, and 53 asset management fund houses with over 1,141 products.
Current wording
The OnePlatform brand currently covers 80 insurance providers selling 1,237 products, and 48 asset management fund houses with over 930 products.
Previous wording
We currently hold a 4% equity stake in HCMPS, one of the leading healthcare management organizations in Hong Kong.
Current wording
We own a 4% minority shareholding in HCMPS Healthcare Holdings Limited (“HCMPS”), one of the leading healthcare management organizations in Hong Kong. The Company, through one of its subsidiaries, holds 4% stake in and a strategic partnership with HCMPS.
Previous wording
Founded in 1979 and currently operating under the Dr. Jones Fok & Associates Medical Scheme Management Limited (“JFA”) brand, JFA is one of the most reputed healthcare brands in Hong Kong. It has four self-operated medical centres and a network of over 700 healthcare service providers – providing healthcare schemes for more than 500 corporate clients with over 300,000 scheme members. JFA’s clients include blue chip companies from various industry and leading insurers. Apart from Hong Kong, JFA is the largest operator in Macau with around 70 clinics.
Current wording
Founded in 1979 and currently operating under the Dr. Jones Fok & Associates Medical Scheme Management Limited (“JFA”) brand, JFA is one of the most reputed healthcare brands in Hong Kong. It has a network of over 700 healthcare service providers — providing healthcare schemes for more than 120 corporate clients with over 300,000 scheme members. JFA’s clients include blue chip companies from various industry and leading insurers. Apart from Hong Kong, JFA is the largest operator in Macau with around 85 clinics.
Previous wording
Personnel and benefit cost decreased by US$1.0 million for the three months ended September 30, 2024, as compared to the three months ended September 30, 2023. The decrease was primarily attributable to the reduction of headcounts during the period.
Current wording
Personnel and benefit cost decreased by $2.5 million, or 31.45% from $7.8 million for the three months ended March 31, 2025 to $5.3 million for the three months ended March 31, 2026. The decrease was primarily attributed to the decrease in headcounts.
Previous wording
Share-based compensation for employees increased by US$2.0 million for the three months ended September 30, 2024, as compared to the three months ended September 30, 2023. The increase was primarily due to the issuance of common stocks to our independent directors under the 2024 Equity Incentive Plan and issuance of common stocks to our officers and employees to compensate for their contributions of services and performance, offset by the decrease in the amortization of the fair value of the restricted share units due to the vested and forfeited shares in 2024. The fair value of the restricted share units is recognized over the period based on the derived service period (usually the vesting period), on a straight-line basis.
Current wording
Stock-based compensation for executive directors and employees decreased by $16.1 million or 59.12% from $27.2 million for the three months ended March 31, 2025 to $11.1 million for the three months ended March 31, 2026. The decrease was primarily due to the decrease in the amortization of the fair value of restricted share units due to the vested shares in 2026. The fair value of the restricted share units is recognized over the period based on the derived service period (usually the vesting period), on a straight-line basis.
Previous wording
We have a history of operating losses and negative cash flow. For the nine months ended September 30, 2025, we reported a net loss of US$28.8 million and reported a negative operating cash flow of US$20.7 million. As of September 30, 2025, our cash balance was US$5.1 million for working capital use. Our management estimates that currently available cash will not be able to provide sufficient funds to meet the planned obligations for the next 12 months.
Current wording
We have a history of operating losses and negative operating cash flows. For the three months ended March 31, 2026, we reported a net loss of $32.2 million and reported a negative operating cash flow of $3.7 million. As of March 31, 2026, our cash balance was $2.2 million for working capital use. Our management estimates that currently available cash will not be able to provide sufficient funds to meet the planned obligations for the next 12 months.
Previous wording
Our ability to continue as a going concern is dependent on our ability to successfully implement our plans. Our management believes that it will be able to continue to grow our revenue base and control expenditures. In parallel, ILLR continually monitors its capital structure and search for potential funding alternatives in order to finance our business development activities and operating expenses. ILLR is continuing its plan to further grow and expand operations and seek sources of capital to pay the contractual obligations as they come due. To access capital to fund operations or provide growth capital, we will need to raise capital in one or more debt and/or equity offerings. Although there is no assurance that, if needed, we will be able to pursue these fundraising initiatives and have access to the capital markets going forward. The unaudited condensed consolidated financial statements attached to this Form 10-Q do not include any adjustments that might result from the outcome of these uncertainties.
Current wording
Our ability to continue as a going concern is dependent on our ability to successfully implement our plans. Our management believes that it will be able to continue to grow our revenue base and control expenditures. In parallel, we continually monitor our capital structure and operating plans and evaluates various potential funding alternatives that may be needed in order to finance our business development activities, general and administrative expenses, and growth strategy. These alternatives include external borrowings, raising funds through public equity, or tapping debt markets. Although there is no assurance that, if needed, we will be able to pursue these fundraising initiatives and have access to the capital markets going forward. The consolidated financial statements attached to this Form 10-K do not include any adjustments that might result from the outcome of these uncertainties.
Previous wording
The ability to fund our operating needs will depend on its future ability to continue to generate positive cash flow from operations and raise capital in the capital markets. Our management believe that we will meet known or reasonably likely future cash requirements through the combination of cash flows from operating activities, available cash balances, and external borrowings and fund raising. Our management expects that the primary cash requirements in 2024 will be to fund capital expenditures for (i) expansion of the Distribution Business and (ii) Platform Business.
Current wording
The ability to fund our operating needs will depend on its future ability to continue to generate positive cash flow from operations and raise capital in the capital markets. Our management believe that we will meet known or reasonably likely future cash requirements through the combination of cash flows from operating activities, available cash balances, and external borrowings and fund raising. Our management expects that the primary cash requirements in 2025 will be to fund capital expenditures for the repayment of debts and obligation and the businesses operations.
Previous wording
We expect that operating losses could continue into the foreseeable future as we continue to invest in growing our businesses. Based upon our current operating plans, our management believes that cash and equivalents will not be able to provide sufficient funds to its operations for at least the next 12 months from the date of its unaudited condensed consolidated financial statements provided with this Form 10-Q. However, these forecasts involve risks and uncertainties, and actual results could vary materially.
Current wording
We expect that operating losses could continue into the foreseeable future as we continue to invest in growing our businesses. Based upon our current operating plans, our management believes that cash and equivalents will not be able to provide sufficient funds to its operations for at least the next 12 months from the date of its consolidated financial statements provided with this Form 10-K. However, these forecasts involve risks and uncertainties, and actual results could vary materially. Our management has based this estimate on assumptions that may prove to be wrong, and we could deplete our capital resources sooner than we expect. See “Liquidity and Going Concern” below.
Previous wording
Our future capital requirements may vary materially from those currently planned and will depend on many factors, including our rate of revenues growth, the timing and extent of spending on sales and marketing, the expansion of sales and marketing activities, the timing of new product introductions, market acceptance of our brand, and overall economic conditions. We may also seek additional capital to fund our operations, including through the sale of equity or debt financings. To the extent that we raise additional capital through the future sale of equity, the ownership interest of our stockholders will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect the rights of our existing stockholders. The incurrence of debt financing would result in debt service obligations and the instruments governing such debt could provide for operating and financing covenants that would restrict our operations.
Current wording
Our future capital requirements may vary materially from those currently planned and will depend on many factors, including our rate of revenues growth, the timing and extent of spending on sales and marketing, the expansion of sales and marketing activities, the timing of new product introductions, market acceptance of our brand, and overall economic conditions. We may also seek additional capital to fund our operations, including through the sale of equity or debt financing. To the extent that we raise additional capital through the future sale of equity, the ownership interest of our stockholders will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect the rights of our existing stockholders. The incurrence of debt financing would result in debt service obligations and the instruments governing such debt could provide for operating and financing covenants that would restrict our operations.
Previous wording
As of September 30, 2024, we had cash and cash equivalents totaling $5.1 million, and $13.7 million in restricted cash.
Current wording
As of March 31, 2026, we had cash and cash equivalents totaling $2.2 million, and $9.9 million in restricted cash.
Previous wording
As of December 31, 2023, we had cash and cash equivalents totaling $1.9 million, and $16.8 million in restricted cash.
Current wording
As of December 31, 2025, we had cash and cash equivalents totaling $2.3 million, and $10.3 million in restricted cash.
Previous wording
The working capital deficit as of September 30, 2025 and December 31, 2024 was amounted to approximately US$40.5 million and US$22.2 million, respectively, an increase of US$18.3 million or 82.21%. The increase was mainly attributed to the issuance of convertible promissory note payable of $32.5 million and warrant liabilities of $4.3 million, offset by the receivable from Triller LLC of $28.3 million and deposit, prepayments, and other receivables, net of $1.8 million.
Current wording
The working capital deficit as of March 31, 2026 and December 31, 2025 was amounted to approximately $366.4 million and $346.0 million, respectively, an increase of $20.4 million or 5.89%.
Previous wording
Net cash used in operating activities for the nine months ended September 30, 2023 was primarily the result of the net loss of US$35.6 million, an increase in accounts receivable of US$0.6 million, increase in deposits, prepayments, and others receivable of US$2.9 million, decrease in escrow liabilities ofUS$8.9 million, decrease in lease liabilities of US$0.6 million and decrease in income tax payable of US$0.1 million. These amounts were partially offset by the decrease in loans receivable of US$0.1 million, increase in accounts payable and accrued liabilities of US$5.5 million, and non-cash adjustments consisting of share-based compensation expense ofUS$12.0million, non-cash lease expense of US$0.9 million, depreciation of property and equipment of US$0.2 million, interest income on loans receivable of US$0.1 million, interest income on notes receivable of US$0.02 million, net foreign exchange gain of US$0.04 million, net investment income of US$0.5 million, allowance for credit losses on financial instruments of US$0.7 million, loss on settlement of forward share purchase agreement of US$0.4 million and reversal of annual bonus accrued in prior year of US$3.8 million.
Current wording
Net cash used in operating activities for the three months ended March 31, 2026 was primarily the result of the net loss of $32.2 million, decrease in escrow liabilities of $0.4 million, decrease in operating lease liabilities of $0.3 million, and decrease in income tax payable of $0.06 million. These amounts were partially offset by the decrease in accounts receivable of $0.3 million, decrease in deposits, prepayments and other receivables of $0.1 million, increase in accounts payable and other current liabilities of $12.1 million, increase in accounts payable and other current liabilities, related parties of $1.3 million, and non-cash adjustments consisting of stock-based compensation expense of $11.1 million, interest expense on borrowings of $4.5 million, net foreign exchange loss of $0.2 million, and bad debts recovered of $0.3 million.
Previous wording
Net cash used in operating activities for the nine months ended September 30, 2025 was primarily the result of the net loss of US$28.8 million, deposits, prepayments, and others receivable of US$0.6 million, decrease in accounts payable and accrued liabilities of US$2.3 million, decrease in escrow liabilities of US$3.2 million, decrease in lease liabilities of US$1.5 million and decrease in income tax payable of US$0.1 million. These amounts were partially offset by the decrease in accounts receivable of US$0.7 million, loans receivable of US$0.05 million, and non-cash adjustments consisting of share-based compensation expense of US$6.4 million, non-cash lease expense of US$1.9 million, depreciation of property and equipment of US$0.07 million, interest income on loans receivable of US$0.1 million, interest income on promissory note receivables of US$0.4 million, interest expense on convertible promissory notes payable of $1.1 million, interest expense on borrowings of $0.6 million, net foreign exchange gain of US$0.8 million, provision for allowance for expected credit losses of US$1.9 million, and change in fair value of warrant liabilities of US$4.3 million.
Current wording
Net cash used in operating activities for the three months ended March 31, 2025 was primarily the result of the net loss of $53.1 million, decrease in escrow liabilities of $1.4 million, decrease in operating lease liabilities of $0.5 million, increase in accounts receivable of $1.5 million, increase in loans receivable of $1.3 million, and increase in deposits, prepayments, and other receivables of $0.2 million. These amounts were partially offset by the increase in accounts payable and other current liabilities of $3.0 million, increase in other current liabilities, related parties of $0.6 million, and non-cash adjustments consisting of stock-based compensation expense of $28.8 million, interest income on loans receivable of $0.2 million, interest expense on borrowings of $4.8 million, net foreign exchange gain of $1.1 million, and bad debts written-off of $5.4 million.
Previous wording
For the nine months ended September 30, 2025, we reported a net loss of approximately US$28.8 million. With a significant decrease in our revenues, described in the paragraph below, we had an accumulated deficit of approximately US$94.4 million as of September 30, 2025.
Current wording
For the three months ended March 31, 2026, we reported a net loss of approximately $32.2 million. With a significant decrease in our operating expenses, described in the paragraph below, we had an accumulated deficit of approximately $1,410.4 million as of March 31, 2026.
Previous wording
Our ability to continue as a going concern is dependent on the management’s ability to successfully implement its plans. Our management team believes that we will be able to continue to grow our revenue base and control our expenditures. In parallel, our management team will continually monitor our capital structure and operating plans and evaluate various potential funding alternatives that may be needed in order to finance our business development activities, general and administrative expenses and growth strategy.
Current wording
Our ability to continue as a going concern is dependent on the management’s ability to successfully implement its plans. Our management team believes that we will be able to continue to grow our revenue base and control our expenditures. In parallel, our management team will continually monitor our capital structure and operating plans and search for potential funding alternatives in order to finance our business development activities and operating expenses. These alternatives may include borrowings, raising funds through public equity or debt markets. However, we cannot predict the exact amount or timing of the alternatives, or guarantee those alternatives will be favorable to our stockholders. Any failure to obtain financing when required will have a material adverse impact on our business, operation and financial result.
Rearranged current paragraphs (4)
Current report — wording carried from elsewhere
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Current report — wording carried from elsewhere
The Platform Business is a one-stop financial supermarket with a breadth of products and services, sourced from leading global product providers, that is unrivaled in Hong Kong.
Current report — wording carried from elsewhere
Provision for allowance for expected credit losses
Current report — wording carried from elsewhere
Comparison of the three months ended March 31, 2026 and 2025
Rearranged previous paragraphs (2)
Previous report — wording carried elsewhere
The following table summarizes the major operating revenues for the nine months ended September 30, 2024 and 2023:
Previous report — wording carried elsewhere
Share-based compensation for employees increased by US$1.4 million for the nine months ended September 30, 2024, as compared to the nine months ended September 30, 2023. The increase was primarily due to the issuance of common stocks to our independent directors under the 2024 Equity Incentive Plan and issuance of common stocks to our officers and employees to compensate for their contributions of services and performance, offset by the decrease in the amortization of the fair value of the restricted share units due to the vested and forfeited shares in 2024. The fair value of the restricted share units is recognized over the period based on the derived service period (usually the vesting period), on a straight-line basis.